I am proposing a research project that will build on our recent demonstration of contextually-based conditional discrimination during rabbit eyelid conditioning. Specifically, this project will investigate the participation of deep cerebellar nuclei and the hippocampal formation to this form of learning. In three experiments I will, 1) map single unit activity in the interpositus nucleus during conditional discrimination, 2) chemically lesion the dorsal hippocampus both prior to and after learning of the discrimination, and 3) record single unit activity from CA1 throughout discrimination learning. These endeavors should result in a more complete understanding of the contribution of these brain areas to contextual learning and its ability to modulate associative responding. Additionally, this work should provide us with a greater understanding of limbic-cerebellar interactions during simple motor learning.